OpenText Enters Into Agreement to Acquire GXS

Waterloo, ON- 2013-November-5 – Open Text Corporation (NASDAQ: OTEX) (TSX: OTC), a global leader in Enterprise Information Management (EIM), announced today that it has entered into an agreement and plan of merger (Merger Agreement) to acquire GXS Group, Inc. (GXS), a leader in business-to-business (B2B) cloud integration, pursuant to which GXS will become a wholly-owned subsidiary of OpenText. For more information, please see the informational presentation under the investor section of www.opentext.com.
About the Transaction(1)

• Purchase price of $1.165 Billion
• Financing commitment of $800m Debt, $265m Cash
• Equity of $100m, or 2.1 to 2.4% of OpenText’s outstanding common shares
• Purchase price is 2.4x GXS Fiscal Year 2012 revenues
• Targeting to onboard GXS to the OpenText operating model within 2 years
• Targeting to be accretive to adjusted earnings for Fiscal Year 2014
• Targeting the transaction to close within 90 days
• Subject to customary closing conditions

“The next generation of enterprise software is Enterprise Information Management,” said OpenText CEO Mark J. Barrenechea. “Today’s GXS announcement strengthens the Information Exchange pillar with the addition of market leading cloud-based B2B integration services, it expands the EIM buying centers and it strengthens EIM with the addition of cloud-based Managed Services. I look forward to welcoming GXS employees, customers and partners to OpenText in the near future.”